Common use of Absence of Changes; Undisclosed Liabilities Clause in Contracts

Absence of Changes; Undisclosed Liabilities. (a) Since the date of the Latest Company Balance Sheet, except as expressly contemplated by this Agreement, (i) there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Company Material Adverse Effect and (ii) each Group Company has conducted its business in the ordinary course of business. Since the date of the Latest Company Balance Sheet, there has not been any action taken by the Company or any other Group Company that, if taken during the period from the Original Agreement Date through the Closing Date without Parent’s consent, would constitute a breach of Section 6.1(a)(ii), (iv), (v), (vii), (xi), (xiii), (xix) or (xxv). (b) No Group Company has any material liability or obligation of any kind whatsoever in existence, whether accrued, contingent, absolute or otherwise, of any nature that would be required under GAAP, as in effect on the Original Agreement Date, to be reflected on the consolidated balance sheet of the Company (including in any of the notes thereto) except for: (i) liabilities and obligations as reflected or reserved against in the Latest Company Balance Sheet (including in any of the notes thereto) or (ii) liabilities and obligations that have arisen since the date of the Latest Company Balance Sheet in the ordinary course of business; provided, however, that it is acknowledged and agreed by the Company, Parent and Amalgamation Sub that no Group Company is making any representation or warranty (express or implied) as to the adequacy or sufficiency of reserves for claims, losses (including incurred, but not reported, losses), loss adjustment expenses (whether allocated or unallocated) and unearned premiums as of any date.

Absence of Changes; Undisclosed Liabilities. (a) Since the date of the Latest Company Balance Sheet, except as expressly contemplated by this Agreement, (i) there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Company Material Adverse Effect and (ii) each Group Company has conducted its business in the ordinary course of business. Since the date of the Latest Company Balance Sheet, there has not been any action taken by the Company or any other Group Company that, if taken during the period from the Original date of this Agreement Date through the Closing Date without Parent’s consent, would constitute a breach of Section 6.1(a)(ii), (iv), (v), (vii), (xi), (xiii), (xix) or (xxv). (b) No Group Company has any material liability or obligation of any kind whatsoever in existence, whether accrued, contingent, absolute or otherwise, of any nature that would be required under GAAP, as in effect on the Original Agreement Datedate of this Agreement, to be reflected on the consolidated balance sheet of the Company (including in any of the notes thereto) except for: (i) liabilities and obligations as reflected or reserved against in the Latest Company Balance Sheet (including in any of the notes thereto) or (ii) liabilities and obligations that have arisen since the date of the Latest Company Balance Sheet in the ordinary course of business; provided, however, that it is acknowledged and agreed by the Company, Parent and Amalgamation Sub that no Group Company is making any representation or warranty (express or implied) as to the adequacy or sufficiency of reserves for claims, losses (including incurred, but not reported, losses), loss adjustment expenses (whether allocated or unallocated) and unearned premiums as of any date.

Absence of Changes; Undisclosed Liabilities. (a) Since During the period beginning on December 31, 2018 and ending on the date of the Latest Company Balance Sheet, except as expressly contemplated by this Agreement, (i) there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Company Material Adverse Effect and (ii) each Group the Company has conducted its business in the ordinary course of business. Since the date of the Latest Company Balance Sheet, there has not been any action taken by the Company or any other Group Company that, if taken during the period from the Original Agreement Date through the Closing Date without Parent’s consent, would constitute a breach of Section 6.1(a)(ii), (iv), (v), (vii), (xi), (xiii), (xix) or (xxv)substantially consistent with past practices. (b) No Group Without limiting the provisions of Section 3.7(a), since December 31, 2018, except for items listed on the Schedules to this Agreement or in connection with or as contemplated by the Reorganization, the Company has not: (i) amended its Governing Documents; (ii) (A) issued or otherwise transferred any of its equity securities, (B) redeemed or otherwise acquired any of its equity securities, or (C) split, combined, or reclassified any of its equity securities; (iii) (A) acquired (by merger, consolidation, acquisition of stock or assets, or otherwise) any entity or business or division thereof (or otherwise acquired any assets) for consideration in excess of $100,000, other than in the ordinary course of the Company’s business) or (B) transferred or assigned (or suffered any damage, destruction, or loss of, whether or not coverage by insurance) any assets with an aggregate value in excess of $100,000, other than transfers or assignments in the ordinary course of the Company’s business; (iv) (A) made any change in the financial accounting, Tax accounting, Tax reporting, or cash or working capital management (including the management of inventory and the timing of collection of receivables, payment of payables, accrual of expenses, and deferral of revenue) principles, methods, or practices used by it (including with respect to the methods used to calculate any reserves and contingencies), except to the extent required by a change in applicable Law or GAAP, (B) accelerated the collection of any accounts receivable, rights, claims, or other amounts owed to it, other than with respect to amounts that do not in the aggregate exceed $50,000, or (C) cancelled, postponed, or extended the payment of any accounts payable, liabilities, or other amounts owed by it, other than with respect to amounts that do not in the aggregate exceed $50,000; (v) loans made to, or entry into any other transaction with, any of the Company’s current or former directors, officers, employees, independent contractors or other service providers; (vi) recognized any union or other labor organization, certificated any collective bargaining or similar contract, entered into any collective bargaining or similar contracts, been appraised of or opposed any union organizing campaign, settled any material grievances or unfair labor practice charges, filed any unfair labor practice charges, or taken any other action similar to the foregoing, in each case, with respect to the Company or its current or former employees; (vii) granted any increase in the compensation or benefits of any current or former director, officer, employee or independent contractor of the Company other than in the ordinary course of business, or extended employment to, or hired, any employee or officer providing annual compensation in excess of $100,000 or terminated any such employee or officer; (viii) implemented any employee layoffs that could implicate the WARN Act; (ix) made any loans, advances, capital contributions, capital expenditures, or charitable or political contributions or pledges, in an aggregate amount for all cases in excess of $100,000; (x) initiated any Action, or settled, had dismissed, or otherwise resolved any Action brought by or against it other than in the ordinary course of business consistent with past practice; (xi) suffered or entered into any termination, revocation, suspension, nonrenewal, abandonment, material amendment, or material breach of any of its Material Permits, Material Contracts, Real Property Leases, registered Company IP Rights (except in the course of prosecution thereof), or insurance policies; (xii) (A) made, revoked, or amended any Tax election, (B) executed any waiver of restrictions on assessment or collection of any Tax, (C) agreed to any extension of time with respect to a Tax assessment or deficiency, (D) entered into or amended any agreement or settlement with any Tax authority, or (E) failed to file any income or other material Tax Return required to be filed by it when due, or to pay any Taxes (including estimated Taxes) when due on any such Tax Return (or any Tax Return for which an extension has been granted) or otherwise; (xiii) cancelled, waived, or released, or written off any accounts receivable, rights, claims, or other amounts owed to it, or modified its credit, collection, or payment policies, in all cases other than in the ordinary course of the Company’s business with respect to amounts that do not in the aggregate exceed $100,000; (xiv) taken any other action, or failed to take any action, outside the ordinary course of the Company’s business; or (xv) entered into any Contract to take, or adopted any corporate or other resolution authorizing or approving, any of the foregoing actions. (c) The Company has no liability or obligation of any kind whatsoever in existence, whether accrued, contingent, absolute or otherwise, of any nature nature, and no event has occurred or circumstance exists that would reasonably be required under GAAPexpected to give rise to, or that would serve as in effect on the Original Agreement Datea reasonable basis for, to be reflected on the consolidated balance sheet of the Company (including in any of the notes thereto) such liabilities or obligations, except for: (i) liabilities and obligations as reflected or reserved against in the Latest Company Balance Sheet (including in any of the notes thereto) or , if any), (ii) liabilities and obligations that have arisen since the date of the Latest Company Balance Sheet in the ordinary course of business; providedbusiness consistent with past practices, however(iii) Seller Expenses, (iv) liabilities and obligations disclosed in this Agreement or in the Schedules hereto, including without limitation as set forth on Schedule 3.7(b) or (v) liabilities that it is acknowledged and agreed by do not in the Company, Parent and Amalgamation Sub that no Group Company is making any representation or warranty (express or implied) as to the adequacy or sufficiency of reserves for claims, losses (including incurred, but not reported, losses), loss adjustment expenses (whether allocated or unallocated) and unearned premiums as of any dateaggregate exceed $25,000.

Absence of Changes; Undisclosed Liabilities. (a) Since the date of the Latest Company Parent Balance Sheet, except as expressly contemplated by this Agreement, (i) there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Company Parent Material Adverse Effect and (ii) each Parent Group Company has conducted its business in the ordinary course of business. Since the date of the Latest Company Parent Balance Sheet, there has not been any action taken by the Company Parent or any other Parent Group Company that, if taken during the period from the Original date of this Agreement Date through the Closing Date without Parentthe Company’s consent, would constitute a breach of Section 6.1(a)(ii), (iv), (v), (vii), (xi), (xiii), (xix) or (xxv)6.1. (b) No Parent Group Company has any material liability or obligation of any kind whatsoever in existence, whether accrued, contingent, absolute or otherwise, of any nature that would be required under GAAP, as in effect on the Original Agreement Datedate of this Agreement, to be reflected on the consolidated balance sheet of the Company Parent (including in any of the notes thereto) except for: (i) liabilities and obligations as reflected or reserved against in the Latest Company Parent Balance Sheet (including in any of the notes thereto) or (ii) liabilities and obligations that have arisen since the date of the Latest Company Parent Balance Sheet in the ordinary course of business; provided, however, that it is acknowledged and agreed by the Company, Parent and Amalgamation Sub that no Group Company is Parent and Amalgamation Sub are not making any representation or warranty (express or implied) as to the adequacy or sufficiency of reserves for claims, losses (including incurred, but not reported, losses), loss adjustment expenses (whether allocated or unallocated) and unearned premiums as of any date.

Absence of Changes; Undisclosed Liabilities. (a) Since the date of the Latest Company Parent Balance Sheet, except as expressly contemplated by this Agreement, (i) there has not been any event, change, occurrence or circumstance that has had or would reasonably be expected to have a Company Parent Material Adverse Effect and (ii) each Parent Group Company has conducted its business in the ordinary course of business. Since the date of the Latest Company Parent Balance Sheet, there has not been any action taken by the Company Parent or any other Parent Group Company that, if taken during the period from the Original Agreement Date through the Closing Date without Parentthe Company’s consent, would constitute a breach of Section 6.1(a)(ii), (iv), (v), (vii), (xi), (xiii), (xix) or (xxv)6.1. (b) No Parent Group Company has any material liability or obligation of any kind whatsoever in existence, whether accrued, contingent, absolute or otherwise, of any nature that would be required under GAAP, as in effect on the Original Agreement Date, to be reflected on the consolidated balance sheet of the Company Parent (including in any of the notes thereto) except for: (i) liabilities and obligations as reflected or reserved against in the Latest Company Parent Balance Sheet (including in any of the notes thereto) or (ii) liabilities and obligations that have arisen since the date of the Latest Company Parent Balance Sheet in the ordinary course of business; provided, however, that it is acknowledged and agreed by the Company, Parent and Amalgamation Sub that no Group Company is Parent and Amalgamation Sub are not making any representation or warranty (express or implied) as to the adequacy or sufficiency of reserves for claims, losses (including incurred, but not reported, losses), loss adjustment expenses (whether allocated or unallocated) and unearned premiums as of any date.